Winnie Lightner SideShow13 SideShow10
Winnie Lightner
Charles Butterworth
Donald Cook
Released by First National/Vitaphone/WB | Directed by Roy Del Ruth
Run time: 64 minutes

Proof That It’s a Pre-Code Film

  • Star Lightner dresses in a hula skirt and has no qualms about flipping it up, down, and all around.
  • Another job she does at the fair: crossdressing as a carnival barker:


  • She also throws on brownface to be a dancing hula girl:


  • Blackface, where Lightner dresses up as a dim African caricature.


  • “We’ll have beer! That is if we can find a bootlegger!”
  • During one discussion about going out for a picnic, Evelyn Knapp’s character points out there will be no picture shows that night because it was a Sunday. It’s a good reminder that in a lot of god-fearing towns back in the day, showing a movie on Sunday was sacrilege!
  • There’s some implication that Lightner’s character regularly sleeps with her boyfriend in the same cabin, despite them not being married.
  • Sings a song about a woman who wears fig leaves, and how all the boys were waiting for the leaves to fall.

Side Show: Three Ring Inanity

“In a pinch, I do anything. Outside of the fat woman and the living skeleton, I’ve played everyone’s part in this show. I’ll never forget the night I had to wear a beard!”

I’m lucky this week– Side Show is another one of those films where I can point you to a 2-minute YouTube video and recommend that over the full 64-minute movie. It’s not that Side Show is bad… well, maybe that’s the wrong way of putting it.

It’s unfortunate is what I’ll go with. Winnie Lightner, one of the most jubilant screen presences of the early-30s, gets saddled with a maudlin melodrama where she’s only really allowed to let loose in the middle third of the picture. The rest of the time her character, Babs, is stuck in a love triangle with Joe (Cook) and her sister (Knapp). There’s also a minor subplot about the circus they work for running out of cash and the proprietor, ‘Pops’ Gowdy (Guy Kibbee, continuing his career streak of always playing someone named ‘Pops’), being a drunk.

Look ma, no pants.

Look ma, no pants.

The melodramatics are all very boring, only magnified because they retain Charles Butterworth as a generally useless dullard who sprouts half-sensical comedy lines as if on a timer, wandering cluelessly from scene to scene. I was going to remark he’s the kind of character who is so dumb you’re amazed that he manages to get his pants on in the morning, but there is one scene where he doesn’t even manage to do that, so there you go.

Making Lightner the straight man to Butterworth is an extreme tactical error, and the movie makes some ground up in the middle section as she runs around, taking over different jobs at the circus. Some of these are amusing (she does an Indian call while dressed as a hula girl), some offensive, but all of of them lively and loose. Lightner is, simply, charming as hell, completely uninhibited when it comes to comedy and she can belt a hell of a song as required.

Taking a dive

Taking a dive

But the melodrama plot is so insanely bad. Like, words can hardly do it justice, from the contrivances involved in ending the second act to the film’s finale, which involves characters suddenly professing feelings it’s doubtful they ever had in the first place and completely changing their attitudes off-screen. Poor Lightner is stuck in this lugubrious position where she’s the circus’ patron saint but also the long suffering martyr to keep those laughs coming. It’s the same garbage they were doing to Buster Keaton over at Metro, and it’s a shame.

There are a couple of nice touches to a few moments with a bit of visual wit contained, though whoever put Donald Woods’ hair in a wave probably should have been knocked down a notch or two afterward. Lightner is gorgeous in all of her outfits, and is so much fun when she finally gets to belt a number. It’s too bad that the makers of the film didn’t trust the audience to find this famous female comedienne funny.

Anyway, that two minute video I promised. Seriously, just watch this:


Click to enlarge. All of my images are taken by me at full screen size– please feel free to reuse with due credit!

Trivia & Links

  • According to an unsourced comment on Wikipedia (though it wouldn’t surprise me), this movie was originally supposed to be a musical comedy. After the big musical logjam of 1930 where too many musicals flooded the market and made them toxic, Side Show had all of its numbers, except Lighter’s “Take a Look At Me Now” bit, excised for the domestic release. The foreign markets supposedly got he full version, but only the American release print is known to survive.
  • Lightner and the film’s director, Roy Del Ruth, had worked together previously on the mostly-lost Gold Diggers of Broadway (1929). They would marry in 1934, which led to Lightner retiring from the screen. Their marriage would last to his death in 1961.
  • Mordaunt Hall in the Times takes no prisoners in his review. Topping out at three paragraphs, one is devoted to him describing what he saw as the only two amusing parts in the film, and then he ends with this note,

Miss Lightner can scarcely be congratulated on her performance.

Awards, Accolades & Availability

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Danny is a writer who lives with his lovely wife, adorable children, and geriatric yet yappy dog. He blogs at, a website dedicated to Hollywood films from 1930 to 1934, and can be found on Twitter @PreCodeDotCom.


Jennifer - Flapper Flickers & Silent Stanzas · May 20, 2016 at 1:14 am

Winnie Lightner makes EVERYTHING better. it’s a shame she got bogged down with tripe most of the time. Don’t get me started on Charles Butterworth.

    Danny · May 23, 2016 at 10:07 pm

    Butterworth is good as a support sometimes, but if he’s all you’ve got, you’re in trouble. And I want more Lightner in EVERYTHING.

Andrew Gilmore · May 26, 2016 at 12:53 am

Lightner and Butterworth had been teamed in a movie called “The Life Of The Party” the previous year, so this was their second film together. I wasn’t crazy about “Side Show” either, but I was pleasantly surprised to see that Winnie was capable of toning it down. I know being loud and boisterous was part of her persona, but in “Life Of The Party” she tends to yell a lot and it gets annoying- in “Side Show” she uses her indoor voice, and I think her performance is better for it even if it’s not much of a script.

Matthew · August 14, 2018 at 9:48 am

Donald Woods is not in this movie, but Donald Cook is.

Linda Tuttamore · February 13, 2019 at 11:05 pm

Charles Butterworth is my favorite!!!

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